How do you figure that out? This is a great deal for existing shareholders - APT gets to buy back a significant portion of the US business which it doesn't currently own with 0% financing and at a large discount to imputed value (the US business is worth far more than 28% of the Group). It will also have a further $900m of funds to pursue growth and grind its competitors into the dirt.
"Worst case" scenario the SP moves significantly above the $194.82 conversion price and the CN investors get a big capital win by converting their Notes. As a shareholder, I could live with that (ie the SP being significantly above $192.82). Conversion of the Notes would result in 2.7% dilution to existing shareholders (based on the current number of issued shares).
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Ann: Afterpay upsizes and prices $1.5b convertible notes, page-111
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